Ideal Shopping Direct PLC
19 July 2001
For Immediate Release
IDEAL SHOPPING DIRECT PLC
PROPOSED PLACING OF 8,000,000 NEW ORDINARY SHARES OF 3 PENCE EACH AT
40 PENCE PER SHARE
Introduction
A document has been sent to Shareholders setting out proposals for the Company
to raise approximately £3 million (after estimated expenses) by way of a
Placing of 8,000,000 new Ordinary Shares at 40 pence per Ordinary Share. The
Placing is not an issue of shares to the public for the purposes of the Public
Offers of Securities Regulations 1995 or the AIM Rules.
The Placing has proved necessary for the following reasons:
* The cash flow impact of higher than anticipated losses incurred
during the year ended 31 December 2000. When the interim report was published
on 25 September 2000, strong growth was expected for the remainder of the year
in the Ideal World TV business. However continued pressure was anticipated on
catalogue sales and margins for the six months ended 31 December 2000.
In the second half of the year, the catalogue business continued to experience
challenging trading conditions. This affected both product sales and
advertising revenue. The catalogue business also experienced greater pressure
on margins than had been anticipated. Despite the success of the Ideal World
TV business, which exceeded initial expectations, the results for the year
were adversely impacted by higher than anticipated start up costs associated
with establishing the TV business.
The Company expects to publish financial statements for the year ended 31
December 2000 shortly.
* The requirement for additional working capital detailed above has
been exacerbated by the fire that destroyed the Company's premises on 6 March
2001. The Company is fully insured and is now receiving insurance proceeds in
respect of both lost assets and business interruption. However, the timing
and extent of receipts from the Company's insurer are uncertain.
* The need to fund the growth of the Ideal World TV business. The
sales performance of the Ideal World TV business was above our initial
expectations with an estimated audience of over 1.5 million people each week.
There is evidence of repeat customers and increasing average spend. This
higher rate of sales growth has led to an increased working capital
requirement.
The Placing and use of proceeds
The Company is in negotiations with Peel Hunt plc, as agent for the Company,
to place 8,000,000 new Ordinary Shares (representing approximately 40.5 per
cent. of the Company's existing issued share capital) at 40 pence per share so
as to raise approximately £3.2 million (before estimated expenses). It is
intended that these funds will be used to provide additional working capital.
The new Ordinary Shares will be placed predominantly with institutional
investors that currently have an interest in the issued share capital of the
Company.
Consent to short notice of EGM
The Company has received irrevocable undertakings in relation to each of the
Directors' interests in aggregate 14,865,000 Ordinary Shares or 75.2 per cent.
of the existing issued Ordinary Share capital of the Company to vote in favour
of the Resolutions. On this basis the Resolutions, when proposed at the EGM,
will be carried.
Given the urgent requirement for additional working capital, and because
irrevocable undertakings have been received from the Directors which will
carry the proposed Resolutions, the Board consider it appropriate to request
that the EGM be convened at short notice. This will enable the Company to
expedite the Placing by reducing the statutory 21 day notice period required
by the Act for convening an EGM to pass a special resolution.
A letter seeking consent to short notice has been sent to Shareholders. If
the required number of Shareholders do not consent to short notice, the EGM
will be held after the requisite 21 day statutory notice period.
Extraordinary General Meeting
The document sent to Shareholders contains a notice of Extraordinary General
Meeting to be held at short notice at the offices of Peel Hunt plc, 62
Threadneedle Street, London EC2R 8HP at 11 a.m. on 24 July 2001 at which
resolutions will be proposed to:
(i) grant the Directors a general authority pursuant to section 80 of the Act
to allot shares; and
(ii) authorise the Directors to allot equity securities for cash outside
shareholders' statutory pre-emption provisions up to £396,732.90 in nominal
value.
These authorities will expire on the date of the next Annual General Meeting
of the Company held after the passing of this resolution.
These resolutions are required in order to facilitate the issue by the Company
of 8,000,000 new Ordinary Shares for the purposes of the Placing and to allow
the directors flexibility in issuing further shares for cash or to creditors
in satisfaction of debts.
The Directors believe that the proposals outlined above are in the best
interests of the Shareholders as a whole and are fundamental to the future of
the Company. Accordingly, the Directors unanimously recommend Shareholders to
vote in favour of the Resolutions to be proposed at the EGM, as they intend to
do in respect of their shareholdings of 14,865,000 Ordinary Shares, in
aggregate representing approximately 75.2 per cent. of the existing issued
Ordinary Share capital of the Company. Furthermore, in order to expedite the
Extraordinary General Meeting and the Placing, the Directors also unanimously
recommend Shareholders to execute the consent to short notice as they intend
to do in respect of their shareholdings.
Copies of the document sent to Shareholders will be made available free of
charge to the public from Grant Thornton, Grant Thornton House, Melton Street,
Euston Square, London NW1 2EP during normal business hours on any weekday
(Saturdays and public holidays excepted) for a period of one month from today.
19 July 2001
Enquiries:
Gerald Beaney (Nominated Adviser) 020 7383 5100
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